FCA Implications for M&A Transactions
How to Secure Advances to Fund Legal Fees
Mediating Complex Insurance Coverage Disputes Series Part 4 - How to Seal the Deal
Practical Training for Project Managers & Supervisors Two-Part Webinar Series: Part Two
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Indemnification Provisions: What They Mean and What You Should Worry About
FCPA Compliance and Ethics Report-Episode 168-Dan Cogdell on criminal procedure issues in defending an individual prosecuted criminally under the FCPA
CorpCast Episode 2: Advancement 101
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
The "usual suspects" when looking for director and officer indemnification requirements are...more
The legislation allows decentralized autonomous organizations to gain legal entity status and operate within the bounds of applicable law. ...more
While those running companies may be aware of the numerous management and accounting breaches that can give rise to civil liability, there is generally less recognition of the possibility that breaches can also give rise to...more
Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more
Directors and officers (D&O) liability insurance is designed to protect management from personal liability for a claim resulting from an alleged breach of fiduciary duty while managing the operations of a company. The...more
As a director or officer of a public or private company, you need to have strong protections in place to reduce your exposure to personal liability, as well as appropriately respond in case you become subject to an...more
The start of 2022 is here, and in addition to the usual beginning-of-year tasks for businesses, every LLC organized or qualified to do business in Ohio should familiarize itself with Ohio’s Revised Limited Liability Company...more
Below is our Corporate / M&A decisions update covering decisions in the fourth quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more
As directors and officers (Ds&Os) face exposure to potential personal liability claims, they should consider the principal protections available to them. Part one of this two-part series provided a “nuts and bolts” overview...more
The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more
On June 23, 2020, the Delaware General Assembly adopted amendments to the Delaware General Corporation Law (DGCL) proposed by the Delaware State Bar Association, including provisions confirming certain powers that a board of...more
Section 317(e) of the California Corporations Code provides that indemnification may be authorized in four different ways. Today's blog concerns the second. Under Section 317(e)(2), an "independent legal counsel" may...more
Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2019 proxy season. The ISS updates apply to...more
The Situation: Claims brought by insolvency administrators under Section 64 of the German Limited Liability Companies Act are not only among the most common, but also the most financially significant, claims faced by the...more
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more
On January 1, 2014, a new law governing limited liability companies (“LLCs”) went into effect in California. The California Revised Uniform Limited Liability Company Act (“RULLCA”)1 superseded in its entirety the prior...more
D&O Coverage for Subpoena Response Costs: An Emerging Consensus? Responding to a subpoena can be an expensive proposition. Fortunately, in many instances, a company can call upon its D&O insurer to help defray the...more
Much attention is focused on the power of corporations to indemnify corporate officers and other agents. In California, this is addressed by Corporations Code Section 317, which establishes the power to provide...more
Much like their counterparts on the boards of public companies, board members of many nonprofit corporations increasingly, and quite understandably, are raising questions concerning their potential personal liability and the...more